Curriculum Guide · Courses
Negotiating a Merger from Concept to Closing
LL.M Course 551 (cross-listed) | 2 credit hours
This course will introduce you to the role of a “deal lawyer” (in a law firm or corporation). Using a hands-on case study of a hypothetical merger -- one of the most consequential transactions a corporation can enter into -- students will evaluate and negotiate key terms of a merger transaction, including letters of intent, NDAs, due diligence inquiries, the merger agreement and securities documents, and will develop presentations to the board of directors. The course will combine (i) lecture/class discussion providing background and context with (ii) hands-on negotiation of selected terms of the transaction and mock presentations to the “client’s” board of directors -- something both outside and inside business lawyers are likely to be called upon to do during their careers. We will first briefly review the multi-faceted role of lawyers in complex business transactions generally, and then consider briefly the types of mergers and their purposes in business and economic contexts. As the course progresses, we will consider a number of the diverse areas of law involved in M&A deals, the valuation process and role of investment bankers and other advisers, the fiduciary duties of the board, basic M&A tax concepts and the lawyer’s role in advising the board. The case study will present realistic facts pertaining to the two hypothetical companies involved in the transaction. The circumstances confronting the hypothetical companies are representative of realistic issues. After the first few class sessions, the class will be divided into two “negotiating teams,” one representing each hypothetical company. The teams will be provided with certain common information and certain information not known to the other team. This part of the course will involve student role-playing in developing positions which protect the interests of their team’s client while attempting to discover and address issues relating to the counter-party. Readings are intended to be manageable and practical. Class preparation is needed for presentation and negotiation sessions. Grading will be based on a final exam (40%), projects completed during the semester (35%) and class participation (25%).
Prerequisite: Securities Regulation.